BLP PARTNERSHIP AMENDED PROMISSORY NOTE

HELP PROMISSORY NOTE (Pleasanton Assisted Living) $1,500,000 Pleasanton, California September 1, 2005 FOR VALUE RECEIVED, the undersigned BLP Partnership, Inc., a California nonprofit public benefit corporation ("Borrower") hereby promises to pay to the order of the City of Pleasanton ("Holder"), a principal amount of up to One Million Five Hundred Thousand Dollars ($1,500,000) or so much thereof as is disbursed to Borrower pursuant to the Loan Agreement (as defined below), plus interest thereon pursuant to Section 2 below. 1. Borrower's Obligation. This promissory note (the "Note") evidences Borrower's obligation to pay Holder the principal amount of up to One Million Five Hundred Thousand Dollars ($1,500,000) for the funds loaned to Borrower by Holder to finance the development of the Property pursuant to the Loan Agreement between Borrower and Holder dated the same date as this Note (the "Loan Agreement"). All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Loan Agreement. 2. Interest. In accordance with Section 2.2 of the Loan Agreement, the outstanding principal balance of this Note shall accrue simple interest at the rate of three percent (3%) per annum, commencing on the date of disbursement; provided, however, that in the event of Default, interest on the Loan shall begin to accrue, as of the date of Default (following the expiration of applicable notice and cure periods), and continuing until such time as the Loan funds are repaid in full or the Default is cured, at the default rate of the lesser of ten percent (10%), compounded annually, or the highest rate permitted by law. 3. Term and Repayment Requirements. The term of this Note (the "Term"), shall commence on the date of this Agreement and continue until the earlier of(i) thirty-five (35) years from the date of this Note (or such later time as agreed to by Borrower and City pursuant to Section 6.9 of the Loan Agreement) or (ii) until the amounts owed under this Note are repaid in full. This Note shall be due and payable as set forth in Section 2.3 of the Loan Agreement. 4. Security. This Note is to be secured by a Deed of Trust (the "Deed of Trust"), to be recorded upon again Borrower' leasehold interest in the Property. 5. Terms of Payment. (a) All payments due under this Note shall be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts. (b) All payments on this Note shall be paid to Holder at City of Pleasanton, P.O. Box 520, Pleasanton, CA 94566, Attention: City Manager, or to such other place as Holder of this Note may from time to time designate. HELP Loan I44V105\272754.2